interesting.....Rule 701 Background
A company cannot offer or sell securities to the public without first registering the offering with the SEC or having a valid exemption from registration. Rule 701 provides an exemption from registration for private companies offering and selling securities to employees, officers and directors, as well as certain consultants and advisors, under compensatory benefit plans. Under Rule 701, offerings are exempt from registration requirements if the aggregate sales price of securities sold during any 12-month period does not exceed the greater of $1 million, 15% of the issuer’s total assets or 15% of all the outstanding securities of the class, and a copy of the relevant compensatory plan, such as a copy of the equity plan and related award agreements, is provided to recipients of the securities. However, Rule 701(e) further requires that any company issuing more than $5 million in options or other securities over a 12-month period provide, in a reasonable period of time before the date of the sale, detailed financial statements and risk disclosures to the recipients of the securities issued. Rule 701 provides that for options to purchase securities, the aggregate sales price for such options is determined when the option grant is made (without regard to when the option becomes exercisable).
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